PARTNERSHIP AGREEMENT

BETWEEN

NKECHI OKWUNDU
(FINANCIAL PARTNER)

AND

EZEKIEL SUNDAY GEORGE

(NON-FINANCIAL PARTNER)

PREPARED BY:
ZINGTIM GAMBO
KINGSMEN LP&C
SOLICITORS| ADVOCATES|BUSINESS
ADVISORY
EMAIL: GAMBONIFTY@GMAIL.COM

Page 1 of 9
THIS PARTNERSHIP AGREEMENT is entered into this …………….. Day of
………………..2024

BETWEEN

NKECHI OKWUNDU of Woslak Court Lekki Palm City Estate, Ajah, Lagos (Hereinafter referred to as
“the FINANCIAL PARTNER” which expression shall where the context so admits include its successors
in-title and assigns) of the one part.

AND

EZEKIEL SUNDAY GEORGE of No 75 Modupe Young Street, Thomas Estate, Ajah, Lagos, (hereinafter
referred to as “NON-FINANCIAL PARTNER”) which expression shall where the context so admits
include his successors-in-title and assigns of the other part.

NKECHI OKWUNDU and EZEKIEL SUNDAY GEORGE are hereinafter collectively referred to as “the
Parties”.

WHEREAS:

The Parties are desirous of going into a Partnership involving the processing and
producing of palm oil and palm kernel oil from palm fruits. These processes shall
involve the use of mills owned by a third party.

The Financial Partner is willing to make monetary investment to serve as a start-up

capital to produce palm oil and palm kernel oil and the Non-financial Partner is
willing to undertake the operations of the business from production to sale.

The Parties have therefore agreed to enter into this agreement to define and guide
the terms and conditions of the said PARTNERSHIP, and to regulate their
relationship.

IN CONSIDERATION of the above premises, their mutual promises, assurances,

guarantees and undertakings, the Parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS
The terms defined in the recitals herein above and the following words and
expressions shall, for the purposes hereof, bear the meanings respectively set
opposite them.

“Agreement” means this Partnership and Non-Disclosure Agreement.

Page 2 of 9
“Force Majeure” means any and all events or conditions which the party failing to
perform is unable to prevent or overcome in the exercise of reasonable diligence
and or without incurring unreasonable expenses, such as but not limited to acts of
God; refusals to grant consents or permissions by public authorities or regulatory
agencies or persons claiming to exercise any government function or authority;
wars, rebellions, insurrections or riots, terrorist acts, or material shortages; fires,
earthquakes, mudslides, explosions, or floods; breakdowns of equipment, or
facilities resulting from a casualty; or embargoes or other interruptions to
transportation.

"Partner" A party who invests in the business of the palm oil and palm kern oil
production by putting forth money, other financial resources, time, mental and
labour resources.

"Investment" Something of financial value given for the purpose of reaping benefits
thereafter.

“Capital” means the money to be contributed by one party to facilitate the operation
of the business.

“Set-up costs” means the costs associated with the producing of palm oil and palm
kernel oil as well as logistics.

“Cycle” means the period from the purchase of palm fruits and uncracked kernels to
production, packaging and sale of finished products – palm oil and palm kernel oil.

“Parties” means Nkechi Okwundu and Ezekiel Sunday George.

“Services/business” shall mean milling raw palm fruits and uncracked kernel nuts to
be processed into palm oil and palm kernel oil by the Parties.

“Profit” shall be the proceeds arising from the services after deducting expenses,
running cost and taxes.

It is understood that clause headings are inserted herein for convenience and shall
not be construed as forming part of this Agreement or used in the interpretation of
any clauses thereof.

ARTICLE 2

SCOPE OF AGREEMENT
This Agreement shall cover the entire working relationship of the Parties as it relates
to the day to day rendering of Services, client management, application of revenue,
distribution and sharing of profit.

Page 3 of 9
 ARTICLE 3

COMMENCEMENT AND DURATION OF AGREEMENT

This Partnership Agreement shall commence upon its execution and shall subsist
and endure for the benefit of the Parties until one or both parties terminates the
agreement.

ARTICLE 4

CONDUCT OF OPERATIONS OF THE PARTIES TO THE PARTNERSHIP AGREEMENT

The Parties hereto shall perform their obligations hereunder with due observance of
all legal and contractual provisions herein contemplated and shall act always in their
common interest for the successful rendering of the aforesaid Services, in
accordance with generally acceptable practices.

ARTICLE 5

FINANCING STRUCTURE/ACCOUNTS
Except as otherwise agreed and stated in this agreement, it is hereby agreed and
understood by the Parties hereto that the Financial Partner shall provide monetary
funding to serve as capital to fund the commencement of the business and set-up
costs for production per batch.

Parties agree to subscribe to Email and SMS notification for proper accounting and
transparency.

ARTICLE 6

PROFIT SHARING AND RETURN ON INVESTMENT

It is agreed that all expenses for the running of the business shall be sustained by
the proceeds of the profits realised at the end of every milling process for as long as
this agreement shall subsist. It is agreed and understood that the Financial Partner
Parties hereto shall each be entitled to a 60% (sixty percent) and the Non-financial
Partner to 40% (forty percent) sharing formula of all the accrued profits from the
business at the end of each cycle in the manner described in the schedule attached
to this agreement. It is also agreed and understood that the profit from each batch
of palm oil prodution shall be used for the purchase of uncracked kernels .

ARTICLE 7

PARTIES OBLIGATIONS
The Non-financial Partner shall be responsible for the management of purchases,
processing, milling, storage, packaging, and logistic and sales operations of the
business.

Page 4 of 9
The financial Investor shall be responsible for providing, capital, strategic guidance
and assisting with preparing monthly accounts.
Parties shall be jointly responsible for preparing monthly accounts of the business
operations and sales proceeds.
The Parties hereto undertake to perform their respective obligations set out
hereunder.
Parties shall use their best endeavours to render such services associated with the
business.

ARTICLE 8
ASSIGNMENT OF RIGHTS
Parties shall not assign or transfer their rights and obligations under this Agreement
whether directly or indirectly to any third party without the prior written consent of
the other party. In the event the other party approves of an assignment or
subcontract, the Contractor shall ensure that provisions similar to the provisions of
this Agreement shall apply to any such assignment or subcontract.

ARTICLE 9
FORCE MAJEURE
The occurrence of Force Majeure as defined herein shall not be deemed to
constitute a breach of the provisions of this Agreement.

ARTICLE 10
TERMINATION
Either Party hereto may elect to terminate this Agreement upon giving to the other
Party one month’s notice in writing. Such termination shall however not affect and
or prejudice the rights and or obligations that might have accrued to the Parties
prior to the determination of this Agreement. Upon termination, it is agreed that the
financial investor shall be entitled to the remainder of the capital and running costs
in the corporate account and all profits accrued shall be divided between the parties
in the manner described in this Agreement.

ARTICLE 11
VARIATION
It is expressly and unequivocally agreed that the terms and conditions herein shall
not be varied, altered and or modified, except with the mutual written consent of
the parties hereto.

Page 5 of 9
 ARTICLE 12
SEVERABILITY
It is agreed and understood that if any provision of this Agreement becomes illegal,
invalid, or unenforceable in any respect, the legality, validity and enforceability of the
provisions of this Agreement shall not in any way be affected or impaired.

ARTICLE 13

AGENCY
It is expressly agreed and understood that this Agreement does not create an
agency between the Parties hereto. As such, the acts and or omissions of any Party
hereto shall not bind the other Party.

ARTICLE 14

CONFIDENTIALITY AND NON-COMPETE

The Parties hereto, their employees, agents and or assigns, undertake to keep
confidential at all times during the continuance of this Agreement all information
acquired by them in connection with the activities of the Joint Venture Partnership
which may reasonably be regarded to be of a private, secret or confidential nature
except such information as required by a governmental and or regulatory authority
and or in the proper performance of their respective obligations hereunder and not
to divulge the same to any person, firm or company.
Furthermore, the Parties hereto undertake not to enter into agreements,
discussions, or other arrangements with third parties, which may in any way or
manner compromise the ability of the Parties to maximise its profits or limit the
scope of the business.

ARTICLE 15

ENTIRE AGREEMENT
It is further expressly agreed and understood that this Agreement constitutes the
entire agreement between the Parties hereto regarding the Partnership. It
supersedes all prior agreements between the Parties in respect of the terms and
conditions herein contained.

ARTICLE 16

DISPUTE RESOLUTION

Page 6 of 9
In the event that any dispute arises as to the validity, interpretation, effect or rights
and obligations of the Parties under this Agreement, the Parties shall use their best
endeavours to reach an amicable settlement of the dispute. If that fails, they shall
resort to mediation by their legal representatives. If mediation should fail, the
dispute shall be finally resolved by arbitration by a single arbitrator appointed by the
Parties.

Failing agreement by the Parties on the choice of an arbitrator within fourteen (14)
days of the failure of amicable settlement of the dispute, such an arbitrator shall be
appointed by the Chief Judge of the Lagos State High Court, on the application of
either Party.
The arbitration shall be conducted in accordance with the Arbitration and
Conciliation Act, Cap. 19, Laws of the Federation of Nigeria, 1990.

The Arbitration proceedings shall be conducted in English language and in Lagos.

The parties agree that any decision of the arbitration tribunal shall be final and
binding on the Parties to the dispute.

ARTICLE 17
NOTICE
Any notice required to be served pursuant to the terms of this Agreement shall be in
writing and can either be hand-delivered, sent by, courier and/or electronic mail.
Such notice shall be sufficiently and properly served upon delivery if hand-delivered,
if sent by courier, three (3) days after same is deposited at the post office or if sent
by electronic mail, it will be deemed as having been properly served upon
transmission.

ARTICLE 18
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the Federal Republic of Nigeria.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in the
manner hereinafter appearing the day and year herein above specified.

SIGNED BY THE WITHIN NAMED ' FINANCIAL INVESTOR'

__________________________
NKECHI NWUNDU

IN THE PRESENCE OF:

Page 7 of 9
NAME:

ADDRESS:

OCCUPATION:

SIGNATURE:

DATE:

SIGNED BY THE WITHIN NAMED 'NON-FINANCIAL INVESTOR'

___________________________
EZEKIEL SUNDAY GEORGE

IN THE PRESENCE OF:

NAME:

ADDRESS:

OCCUPATION:

SIGNATURE:

DATE:

SCHEDULE

PALM OIL

COST BREAKDOWN.

1. Products- N1.8Million( palm fruits purchase)

2. Drums - N100,000.00(3 drums for a start)
3. Logistic - N100,00.00( conveying of palms fruits from farm Gate to milling point and milling fee)
4. A bunch of palms – fruit is being sold for N1,500.00

Page 8 of 9
ESTIMATED PRODUCT OUTCOME
1. 0-21 bunches will give 25 litres of palm oil after milling
A. After packaging − 90 gallons of palm oil
B. 27,000(Being the present cost of a gallon of palm oil) × 90 = N2,430,000.00
Estimated profit after every milling and deduction of cost and miscellaneous − N230,000
UTILISATION OF PROFITS
To be channeled into purchasing untracked kernels.

PALM KERNEL.
ESTIMATES
1. 10 tons of palm fruits will give 1 ton of kernel after cracking.
2. 300 tons of palm fruits to get 30 tons of kernel.
3. A ton of kernel currently sells @ N450,000
4. N450,000×30=N13,500,000
TIME FRAME/CYCLE
9 (Nine) Months
ESTIMATED PROFITS AFTER NINE MONTHS PERIOD.
Palm oil- N 5,210,000(minimum return on investments(ROI) after expenses and logistics)
Note: the above quoted figures will have been used to purchase untracked kernel monthly to meet the
target of 30 tons.
PROFIT AFTER THE CRACKING PROCESS AND SUPPLY.
N13,500,000.

Page 9 of 9